BALGA THE CONSTITUTION THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITES BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES

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1 BALGA BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES THE CONSTITUTION OF THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITES 1

2 THE CONSTITUTION OF THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES THE COMPANIES ACT 1992 (COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL) NAME 1. The name of the Association is THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES (hereinafter referred to as the Association ) REGISTERED OFFICE 2. The Registered Office of the Association will be situate in the City of Nassau in the Island of New Providence one of the Islands of the Commonwealth of the Bahamas and its postal address will be Priderock Corporate Centre, Suite 200, Bay and East Streets, P.O. Box SS-5800, Nassau, Bahama. OBJECTS 3. The objects for which the Association is established are subject to the duties and responsibilities of the Administrator under the Local Government Act, 1996: a. To assist in strengthening the partnership between Central Government and THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES and its constituents. b. To partner with regional Local Government Association to develop a mutually beneficial regional policy and frame-work for co-operation. c. To encourage the strictest adherence to the Financial Administration & Audit, 2012 and the Local Government Act, 1996 of the Commonwealth of the Bahamas. 2

3 d. To have THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES registered with the Commonwealth Local Government Forum, London, England. e. To assist in and promote, the continued education of THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES and to promote the continued education of THE ASSOCIATION PRACTITIONERS. f. To maintain the capacity to influence the Central Government s implementation policies and legislative amendments regarding the continued development of THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES throughout The Bahamas. g. To assist and partner with Councils in the creation of social programs that promotes the economic growth and development of THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITES. h. To liaise with Central Government on any and all matters impacting councils delivery of effective services to THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITES. i. To enlist, train, employ or make use of such personnel as are necessary for the purposes of accomplishing the objectives of the association. j. To embark on any number of Fundraising drives for the purposes of conducting all financial transactions on behalf of the Association. k. To assist schools, youth and other social organization through grants and other contributions in order to facilitate improvement to the social fiber of society at the local level. l. To encourage island specific associations in case where there are multi-local government district (e.g. Andros, Grand Bahama), so that regional strength is increased. MEMBERSHIP 4. Members of the Association should be comprised of that number of District Councils that are stipulated in the Second and Third Schedules of the Local Government Act,

4 5. An annual subscription will be required for membership in the Association in the amount of Five Hundred Dollars (B$500.00). 6. The Executive Board members of the Association shall comprise the following namely:- MR. PHILLIP MCPHEE MISS VANDA P. RAHMING MR. KEVIN FERGUSON REV. JAMES PRATT MR. GODFREY GRAY MR. ROSNEY COOPER MR. GARY SMITH MS. ALBERTHA COOPER MR. GEORGE CORNISH (2) Such other person or persons who shall be accepted initially at their first attendance of a Meeting of the Members of the Association shall in addition be duly confirmed as a member. 7. The Executive is empowered from time to time to make, alter and revoke provisions in these Articles for the internal management of the Association and the terms of admission of members of the Association the circumstances in which a member of the Association may obtain privileges or benefits, the circumstances in which fines and forfeitures may be imposed on any member of the Association and the consequences of non-payment of any subscription or fines. EXECUTIVE BOARD 8. The President, or in his absence, the Vice-President shall preside over such meeting of the Executive. If neither the President nor the Vice-President shall be present for fifteen (15) minutes after the time appointed for holding the meeting, the members of the Executive, then present, shall elect therefrom a Chairman and proceed with the business. At any Executive Meeting each member thereof shall have one vote only. 9. The Executive shall hold office from their election until the next Annual General Meeting provided that any member of the Executive may at any time resign therefrom by giving notice in writing to the Secretary. 10. The Executive shall be empowered to elect any member of the Association to fill any casual vacancy occurring by death, resignation or a member of the Executive ceasing to be a member of the Association. 11. The Executive shall have power to:- 4

5 a. to appoint Sub-Committees for specific purposes and to delegate to them any powers of the Executive; b. to decide all disputes between members of the Association; and c. to make, alter or revoke, from time to time, the Articles for the internal management of the Association. All such Articles until revoked shall be binding on all members of the Association. OFFICERS 12. THE PRESIDENT shall preside as Chairman at every General Meeting or Special Meeting of the Association. In the absence of the President, the Vice President shall preside. In their absence the Executive may nominate one of its members to preside. 13. THE VICE PRESIDENT shall reside over the meetings of the Association in the absence of the President and all other duties as assigned by the President, Executive or the Association. 14. THE SECRETARY S duties shall be:- a. to prepare and keep a Register of the names and addresses of the member of the Association; b. to attend to all correspondence of all meetings of the Association and the Executive and for the purposes thereof and to keep a list of the members present at each meeting; c. to keep the Minutes of all meetings of the Association and the Executive and for the purposes thereof and to keep a list of the members present at each meeting; d. to receive and record all moneys due and payable to the Association; and e. to make a record of all alterations of rules and new rules and changes of officials made by the Association during the year preceding the date to which the general statement is made out, and to send a copy thereof to the Registrar. 5

6 15. THE ASSISTANT SECRETARY will perform all duties as are assigned by the President, Secretary, Executive of the Association. In the absence of the Secretary, the Assistant Secretary will perform the duties of the Secretary. 16. THE TREASURER S duties shall be:- a. to make all payments whether to members or otherwise, in accordance with any directions, whether general or specific given to him by the Executive or in accordance with these rules; b. to keep an account of all moneys paid and received by him in particular to keep a cash book showing all income and expenditure of the Association and all other such books as are needed or prescribed by the Committee; c. to render a statement, supported by vouchers of all moneys disbursed by him, whenever requested by the Executive to do so; d. to submit accounts from time to time as he may be directed and in particular at the Annual General Meeting to submit the annual return and statement of accounts duly audited; and e. to submit a general statement of the receipts, funds, effects and expenditure of the Association to the Registrar of The Bahamas before the 15 th day of January in every year, which statement shall show fully the assets and liabilities at the date to which it is made out to the Association and shall show separately the expenditure in respect of several objects of the Association and every member of the Association shall be entitled to receive an application by him, a copy of such general statement without making any payment for same. 17. THE ASSISTANT TREASURER will perform all duties as are assigned by the President, Treasurer, Executive of the Association. In the absence of the Secretary, The Treasurer, the Assistant Treasurer will perform the duties of the Treasurer. APPLICATION OF INCOME AND LIABILITY 18. The Association has no authorized capital and is to be carried on without pecuniary gain to its members and any profits or other accretions to the Association are to be used in furtherance of its undertakings. 19. The income and property of The Association whensoever derived shall be applied solely towards the promotion of the objects of the Association as set forth above, 6

7 and no part thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit to the members of the Association PROVIDED that nothing herein contained shall prevent the payment in good faith of remuneration to any appointees, officers, employees or servants of the Association, or to any member thereof including members of the Board of Directors of the Association or other persons in return for services rendered to the Association or repayment of out-of-pocket expenses, or in pursuance or furtherance of any of the objects for which the Association is formed. LIMITED LIABILITY 20. The Association is a non-profit making body and the liability of the members is limited. 21. Each first Executive Member of the Association shall become a member of the Association upon its incorporation. LICENCE 22. The fourth, fifth and sixth paragraphs of this Memorandum are conditions on which a license is granted by the Minister responsible for Companies under his hand and seal of the Association in pursuance of The Companies Act, Statute Laws of the Commonwealth of the Bahamas. LIABILITY AND/OR CONTRIBUTING OF MEMBERS 23. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member or within one (1) year towards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and of the costs, charges and the expenses of winding up the same, and for the adjustments of the rights of contributors amongst themselves, such money as may be required not exceeding Five Hundred Dollars (B$500.00). SURPLUS ASSETS 24. If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar 7

8 to the objects of the Association and which will prohibit the distribution of its or their income and property among them or their members to the extent at least as great as is imposed on the Association under or by virtue of Clause 5 hereof, such institution or associations to be determined by the members of the Association at or before the time of dissolution, or in default thereof by such judge of the Supreme Court of the Commonwealth of the Bahamas as may have or acquired jurisdiction in the matter. ACCOUNTS 25. True accounts shall be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipt and expenditure take place, and of the property, credits and liabilities of the Association and, subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed in accordance with the regulation of the Association for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Association shall be examined and the corrections of the balance sheet ascertained by one or more properly qualified auditor or auditors. VOTES OF MEMBERS 26. Subject as hereinafter provided, every member District of the Association shall have one vote. SEAL 27. The Directors shall provide for the safe custody of the seal and the seal shall never be used except by the authority of a resolution of the Board of the Directors or of a committee of the Directors authorized by resolution of the Directors for that purpose. AUDIT 28. At the Annual General Meeting, Two (2) members shall be appointed auditors for the ensuing year for the purpose of auditing the Association s accounts. The auditors, or one of them, or if they both unwilling or unable to act, two other members appointed by the Executive shall before the 1 st day of January, examine the annual returns prepared by the Treasurer and verify the same with the accounts and voucher relating thereto and shall either sign the annual return as found by them to be correct, duly vouched and in accordance with law and shall specially report to the Association at the next Annual General Meeting in what respect they find it incorrect, or not in accordance with law. 8

9 INVESTMENTS 29. Such amounts of the funds of the Association, as the Committee may deem expedient, shall be placed on deposit with the Bankers of the Association or invested in the name of the Trustees for the benefit of the Association. All interest or income which may accrue from such deposits or investments shall appear in the annual accounts of the Association as part of the ordinary income thereof for the year in which the said amounts shall be received. 30. All such cheques and orders on the Bank shall be signed by the Treasurer and countersigned by the President and or a Trustee. NOTICES 31. A Notice may be served by the Association upon any member personally by sending it through the post to such member at his registered address as appearing in the Register of Members. 32. The signature to any such notice to be given by the Association may be written, typewritten or printed. 33. Any notice if served by post shall be deemed to have been served at the time when in the ordinary course of post the letter containing the same would have been delivered, and in providing such notice it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the care of the postal authorities as a prepaid letter. 34. Any member as Executive may waive the right to receive notices by an instrument in writing signed by him before or after any meeting. DISSOLUTION 35. Clause 7 of Memorandum of Association of the Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles. AMENDMENTS 36. The Memorandum of Association and the Articles of Association shall not be amended until the proposed amendment is submitted to and approved by the Executive Board of the Association and the Minister responsible for companies for the Commonwealth of the Bahamas. 9

10 WE the undersigned, as subscribing members of the Association have agreed to be bound by the Constitution and witness our consent as follows:- 1. PHILLIP McPHEE, PRESIDENT Chief Councillor for South Eleuthera 2. VANDA P. RAHMING, 1 ST VICE PRESIDENT Chief Councillor for North Andros 3. KEVIN FERGUSON, REGIONAL VICE PRESIDENT-NORTHERN BAHAMAS Chief Councillor for City of Freeport 4. REV. JAMES PRATT, REGIONAL VICE PRESIDENT-CENTRAL BAHAMAS Chief Councillor for South Andros 5. GODFREY GRAY, REGIONAL VICE PRESIDENT-SOUTHERN BAHAMAS Chief Councillor for Exuma 6. ROSNEY COOPER, TREASURER Chief Councillor for West Grand Bahama 7. GARY SMITH, ASSISTANT TREASURER Chief Councillor for North Abaco 8. ALBERTHA COOPER, SECRETARY Chief Councillor for East Grand Bahama 9. GEORGE CORNISH, ASSISTANT SECRETARY Chief Councillor for Central Abaco 10

11 DATED the 6 th day of May A.D Signed by the above-named Subscribers in the presence of: 11

12 STATUTORY DECLARATION COMMONWEALTH OF THE BAHAMAS NEW PROVIDENCE I, PHILLIP ALEXANDER LUNDY, a Counsel and Attorney of the Supreme Court of the Commonwealth of the Bahamas do hereby solemnly and sincerely declare as is required by Section 3 (3) of the Companies Act, 1992 that to the best of my knowledge and belief no signatory to the Memorandum of Association of THE BAHAMAS ASSOCIATION OF LOCAL GOVERNMENT AUTHORITIES is an individual who:- a. is under the age of majority; b. has been found to be of unsound mind by a tribunal in The Bahamas or elsewhere; or c. is an undischarged bankrupt. AND I make this solemn declaration conscientiously believing it to be true and by virtue of the provisions of Section 8 of The Oath Act. SWORN to at Nassau, Bahamas ) This 6 th day of May A.D ) Before NOTARY PUBLIC 12